Terms and Conditions

BY REGISTERING AND SIGNING UP TO THE LATEROOMS AFFILIATE PROGRAMME, THE PARTNER HEREBY ACKNOWLEDGES, ACCEPTS AND AGREES TO THESE TERMS AND CONDITIONS.

1. Definitions

1.1 In these Conditions the following words shall have the following meanings.

"Accommodation Establishment" means any form of accommodation including but not limited to hotels, apartments, villas, motels, guest houses, bed and breakfasts, resorts, hostels, lodges, inns and any other type of accommodation of any description, which may feature from time to time on the Web Sites;

"Adequate Procedures" means adequate procedures as referred to in section 7(2) of the UK Bribery Act 2010 and as defined or clarified by case law and any guidance issued by the Secretary of State under section 9 of the UK Bribery Act 2010 or as is from time to time in force;

"Affiliate Programme" means the affiliate programme operated by LateRooms from time to time;

"Affiliate Solution" means a link to the Web Site, either through a White Label, an xml exchange or tracked links (as specified on the Partner Registration Form or as otherwise set by LateRooms in accordance with these Conditions);

"Anti-Corruption Legislation" means applicable anti-corruption, corporate crime, and sanctions and trade restrictions legislation applicable in any relevant jurisdiction and supranationally, including, but not limited to: The United States Foreign Corrupt Practices Act 1977 and the United Kingdom Bribery Act 2010;

"Associated Parties" means a person (including an officer, employee, shareholder, representative, agent, contractor, subcontractor or subsidiary) or other third parties connected to LateRooms by virtue of actions undertaken in fulfilment of obligations in this Agreement;

"Black Hat" means any attempt to gain advantage from search engine properties in a fashion or manner that may harm LateRooms. Black Hat SEO tactics including but not limited to: keyword stuffing, hidden text and links, doorway and cloaked pages, link farming and blog comment spam;

"Closed User Group Deals" means specific deals offered directly by LateRooms to a closed and/or membership only group of Visitors and/or Customers, based on their previous booking behaviour with LateRooms, or Visitors and/or Customers booking via specific booking platforms.

"Conditions" means the terms and conditions set out below (as may be amended from time to time);

"Content" means any data, images, logos, photos, videos, pictures, text, or other content or information contained in or on the Web Site which is owned by and/or licensed to LateRooms (including but not limited to any hotel information and descriptions, guest reviews, details of facilities, policies and general terms) and provided to the Partner by LateRooms;

"Control" means the possession of the power or the ability to (directly or indirectly, alone or in concert with others, whether through the ownership of voting securities or other ownership interests, a partnership or otherwise) (i) exercise or cause to exercise more than one-half of the voting rights in the shareholders' meeting of a company, (ii) appoint more than one-half of the ((non-)executive) directors or supervisory directors of a company, or (iii) direct or cause the direction of management relating to a company;

"EU Partner" means a Partner who is located and tax resident in any Member State of the European Union;

"Force Majeure" means an event beyond the control of a Party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes acts outside of human control, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.

"GST" means Goods and Services Tax;

"Incidental Local Charges" means any city and/or local room taxes, levies, duties (surcharges), and other mandatory local charges (such as, without limitation, accommodation service charges, energy fees or surcharges, safe fees, transportation fees or in-room service charges) which are not required under applicable laws to be included in the amounts to be paid by the Customers at the time they make their reservation using the Web Site, but excluding for the avoidance of doubt Taxes.

"Intellectual Property Rights" means any patent, copyright, design right, registered design, database right, trade mark, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name or other similar right or obligation whether registerable or not or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world;

"Partner" means the party of which the relevant details are set out in the Partner Registration Form;

"Partner Centre" means the extranet website operated by LateRooms in relation to the Affiliate Programme;

"Partner Registration Form" means the online sign up and registration form to be completed by the Partner;

"Partner Website" means the website(s) owned, controlled, hosted and operated by the Partner on which the Service shall be made available, which URLs are set out on the Partner Registration Form;

"Personal Data" means any data that identifies or can be used to identify a living individual or could do so when combined with any other information;

"Qualifying Bookings" means bookings that earn Referral Fees under these Conditions as specified in accordance with clause 7;

"Referral Fees" means the total amount of commission (including any added Taxes if applicable) payable to the Partner for Qualifying Bookings under these Conditions;

"Sanctions" means any laws, regulations, orders or licenses relating to economic or financial sanctions or trade embargoes or related restrictive measures imposed, administered or enforced from time to time by a Sanctions Authority;

"Sanctions Authority" means (i) the United Nations Security Council, (ii) the United States government, (iii) the European Union, (iv) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State and Department of Commerce, and (v) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Partner or LateRooms;

"Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons list maintained by the US Department of Commerce, the Consolidated List of persons, groups and entities subject to EU financial sanctions, or any other list issued or maintained by any Sanctions Authority of persons subject to Sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time;

"Sanctioned Person" means a person that is listed on, or owned or controlled by, or acting on behalf of, a person listed on any Sanctions List or who is otherwise the target of Sanctions;

"SEO" means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a web site or a web page from search engines via "natural" or un-paid ("organic" or "algorithmic") search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords;

"Taxes" means VAT, GST, sales taxes and such other applicable national governmental taxes;

"Total Booking Value" means the total amount inclusive of all Taxes paid by the final Customer to the Supplier of the Accommodation Establishment (but excluding Incidental Local Charges);

"UK Partner" means a Partner who is located and tax resident in the United Kingdom;

"VAT" means Value Added Tax;

"Visitor" means a visitor to the Web Sites;

"Suppliers" means the owner, provider or operator of the Accommodation Establishments or persons authorised to act on behalf of such owner, provider or operator;

"Specific Links" means the specific "tagged" link formats provided by LateRooms in accordance with these Conditions and which are to be used by the Partner as part of the Affiliate Solution linking the Partner Website and the Web Sites;

"Web Sites" means the website found at www.LateRooms.com, and/or any other LateRooms' or it group company websites on which its visitors have an option to book accommodation (but, for the avoidance of doubt, excludes any third party websites which may link from or to the Web Site, which may display LateRooms Marks).

"White Label" means the electronic platform developed by LateRooms which provides Content to the Partner through a white label solution (an electronic website developed, created, hosted, managed, owned and maintained by LateRooms).

1.2 The headings in these Conditions are for convenience only and do not affect their interpretation.

1.3 In these Conditions, the words 'include', 'includes, 'including' and 'such as' are to be construed as if they were immediately followed by the words 'without limitation'.

1.4 In these Conditions, unless the context clearly indicates another intention:

1.4.1 reference to one gender includes all other genders,

1.4.2 reference to the singular includes the plural and vice versa,

1.4.3 reference to a clause or party is a reference to a clause of or party to this agreement,

1.4.4 obligations undertaken by more than a single person or company are joint and several obligations,

1.4.5 reference to a statutory provision is a reference to that provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision,

1.4.6 reference to a document is a reference to that document as from time to time supplemented or varied,

1.4.7 reference to writing includes fax, e-mail and similar means of communication,

1.4.8 a number of days shall be reckoned exclusively of the first day and inclusively of the last day unless the last day falls on a day that is not a normal working day in England in which case the last day shall be the next succeeding day that is a normal working day in England, and

1.4.9 any reference to a person includes natural persons and partnerships, firms and other such incorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.

2. Registering for the LateRooms Affiliates Programme

2.1 These Conditions set out the agreement and the terms and conditions upon which LateRooms will provide the Partner with online accommodation reservation and information services for use by visitors on the Partner Website ("Service"). The Partner shall operate as a non-exclusive distributor (affiliate) of LateRooms.

2.2 The Service shall be made available by LateRooms to the Partner via the Affiliate Solution. LateRooms shall have the final decision as to the type of Affiliate Solution that is most appropriate for the Partner and/or the Partner Website and reserves the right at any time to amend, change or vary the type of Affiliate Solution provided to the Partner as it sees fit, including but not limited to in the event that the Partner and/or Partner Website are not meeting applicable volume or performance criteria in relation to a specific type of Affiliate Solution. LateRooms shall provide the Partner with notice of any change, variation or amendment to the Affiliate Solution 14 days prior to such change, variation or amendment coming into effect. In the event that the Partner does not accept the new Affiliate Solution, the Partner shall have the right to terminate this agreement in accordance with clause 12.1.

2.3. By completing and submitting the Partner Registration form the Partner accepts and agrees to be bound by these Conditions.

2.4. For the duration of this agreement, LateRooms shall provide the Partner with a username and password to enable the Partner to access the Partner Centre in order to monitor bookings and access updates in relation to the Affiliate Programme. The Partner is obliged and agrees to keep this username and password confidential and only disclose it to people who need to have access to the Partner Centre and who have been authorised by the Partner to access the Partner Centre. The Partner shall inform LateRooms immediately in the event of a breach (or suspected breach) and indemnify LateRooms against any loss incurred by LateRooms as a result of any unauthorized or improper use of the Partner's username and password.

2.5. LateRooms may reject the Partner's application if LateRooms decides (at its sole discretion) that the Partner Website is unsuitable for the Affiliate Programme. For example, the Partner Website will be unsuitable if it is involved in any illegal or fraudulent activity, hate activity (whether racial or otherwise), or contains any libellous matter or includes any LateRooms Marks or variations or derivations thereof in its domain names, or is a Competitor of LateRooms, although this is not an exhaustive list of reasons why a Partner Website may be unsuitable. If the Partner’s application is unsuccessful, the Partner may reapply to the Affiliate Programme, provided the Partner does so in good faith. If LateRooms accepts the Partner’s application and subsequently decides (in its sole discretion) that the Partner Website is or becomes unsuitable for the Affiliate Programme, LateRooms may terminate this agreement immediately on providing notice to the Partner.

3. Intellectual Property and Licences

3.1. LateRooms grants the Partner a non-exclusive, royalty-free, non-transferable, non-assignable, revocable, world¬wide license to (i) incorporate, integrate, include and display the Affiliate Solution on the Partner Website connecting the Partner Website to the Web Site only (such Web Site as may be particularly specified on the Partner Registration Form or otherwise notified to the Partner by LateRooms); (ii) display the Content and/or selected LateRooms Marks on the Partner Website only; (iii) promote and market the Service, (iv) promote the products, services and facilities of the Supplier's Accommodation Establishment to which the applicable Content relates to only; and (v) allow the Partner Website's visitors to access and use the Content through the Affiliate Solution, in each case solely in accordance with these Conditions.

3.2. Unless agreed otherwise in writing by LateRooms, the Partner shall not (i) be entitled to sublicense the rights granted to it under these Conditions or (ii) sublicense the Affiliate Solution to any third party, or (iii) hyperlink to the Web Site via or in collaboration with (the websites of) companies within the Partner’s group of companies and/or third parties. The Partner shall not sublicense the Affiliate Solution to any third party who is a Competitor of LateRooms.

3.3. Save for the licence as set out above, the Partner shall not acquire any interest, title or rights whatsoever under these Conditions in any Intellectual Property Rights, including, without limitation, any intellectual property in or with respect to the Web Sites, Affiliate Solution, Specific Links, link formats, domain names, technical or functional specifications, Documentation, guidelines or artwork, Customer Personal Data, LateRooms Confidential Information, Content and/or the LateRooms Marks ("LateRooms Materials") and the Partner acknowledges that LateRooms and/or its licensors shall retain ownership in all such interests, titles and/or rights.

3.4. The Partner must not misrepresent the relationship with LateRooms or the Web Sites, or imply any relationship except as expressly permitted by this agreement. Unless otherwise agreed in writing by LateRooms, the Partner must identify the Partner Website as an affiliate. The Partner must display the relevant Web Site logo (being a LateRooms Mark), as supplied by LateRooms from time to time with the phrase "In association with LateRooms.com" (in a format required by LateRooms) adjacent to all links to the Web Site. LateRooms may modify or require the Partner to modify the text or graphic image of such LateRooms Marks at any time.

3.5. The Partner may only use the LateRooms Marks in accordance with LateRooms' brand guidelines which may be provided from time to time. The Partner may not modify the graphic image and text or any of LateRooms Marks in any way or display that image within 5 pixels of any other image or text unless that text is supplied by LateRooms, including background tiled images in which case the Partner must create a white border of minimum 5 px width around all LateRooms Marks.

3.6. In the event that LateRooms provides the Partner with new or modified LateRooms Marks, the Partner shall implement the new LateRooms Marks on the Partner Website within five (5) days of receipt of the new LateRooms Marks. The Partner shall display the LateRooms Marks only as authorized.

3.7. The Partner hereby grants to LateRooms a non-exclusive, royalty-free, non-transferable, non-assignable, revocable, world¬wide license to incorporate, integrate, include and display on and distribute from the Partner Website the Affiliate Solution connecting the Partner Website to the Web Site and to make the Service available on the Partner Website.

4. Affiliate Solution on the Partner Website

4.1. The Partner agrees that, by enrolling in the Affiliate Programme and including the Affiliate Solution within the Partner Website, LateRooms is entitled to receive and use information from or concerning visitors to the Partner Website collected via the Affiliation Solution or communications between the Partner Website and such visitors including but not limited information received about such visitors from tracking cookies or pixels. The Partner's enrolment and participation in the Affiliate Programme constitutes the Partner's absolute and unconditional approval to and authorisation for LateRooms' receipt, retention, ownership, storage, use, and disclosure of any and all such information.

4.2. LateRooms will provide the Partner with guidance and graphical content and artwork to use in relation to incorporating, integrating and displaying the Affiliate Solution and/or Content on the Partner Website (as may be amended from time to time at LateRooms discretion) ("Documentation"), such Documentation may be stored in the Partner Centre. To enable accurate tracking and reporting of all referrals and Referral Fee entitlements, LateRooms may provide the Partner with Specific Links. It is the Partner's responsibility to ensure that the Affiliate Solution between the Partner Website and the Web Sites properly utilise the Specific Link formats.

4.3. The Partner shall at its own cost, and in accordance with the Documentation, integrate and/or make the Affiliate Solution and/or the Specific Links available in such prominent place(s), web-pages and in such place size and form on the Partner Website as mutually agreed between the parties. The Partner shall be responsible for maintaining the Affiliate Solution and/or Specific Links.

4.4. The Partner will be entitled to Referral Fees from activity on the Web Sites which result directly through Affiliate Solution and/or Specific Links (and a specific DDI Telephone Number, if applicable) and not otherwise. LateRooms will not be liable to the Partner for Referral Fees or otherwise if the Partner fails to use and/or maintain the Affiliate Solution and/or Specific Links in accordance with these Conditions.

4.5. The Partner is responsible for ensuring that the Affiliate Solution and/or Specific Links are at all times integrated, displayed, used and/or maintained in accordance with the Documentation. LateRooms, may from time to time update or amend the Documentation, LateRooms shall provided the Partner with notice of such updated Documentation via the Partner Centre and/or by email. The Partner agrees to implement any changes specified in the updated Documentation within 14 days of receipt of the notice of such updated Documentation.

4.6. LateRooms shall as soon as practicable notify the Partner by email any interruption on the Web Site due to maintenance and technical work.

4.7. The Partner agrees and acknowledges that LateRooms may monitor the Partner Website to ensure the quality, functionality and conformity of the Affiliate Solution and/or Specific Links on the Partner Website. LateRooms may take such actions that LateRooms deem necessary to carry out such activity and the Partner agrees that the Partner will not take steps to block or hinder such monitoring and that LateRooms may use technical means to overcome any methods used on the Partner Website to block or hinder such monitoring.

5. Accommodation Bookings

LateRooms (or the Suppliers) will receive and process bookings placed by Customers via the Affiliate Solution. LateRooms (or LateRooms suppliers) will deal with all aspects of the reservation process including booking forms; process payments, cancellations and amendments; and customer service. LateRooms will track bookings made by Customers who book accommodation using the Affiliate Solution and will generate reports of this sales activity, the content and frequency of which may vary from time to time at LateRooms' sole discretion. The Partner must ensure that the Affiliate Solution and/or Specific Links between the Partner Website and Web Site are properly formatted in accordance with this agreement. LateRooms will not be liable for paying Referral Fees on bookings that are not correctly tracked and reported as a result of the Partner's failure to properly format and maintain the Affiliate Solution and/or Specific Links.

6. Obligations of the Partner

6.1. Subject to these Conditions, the Partner agrees to use commercially reasonable endeavours to customize the Partner Website(s) and integrate the Affiliate Solution and/or the Specific Links in such a way as to generate as much traffic as possible to the Web Site, provided that this doesn't create an excessive look-to-book ratio. The Partner shall use reasonable endeavours to provide LateRooms with reasonable notice of any operational changes and promotional events that may lead to sudden increases in traffic to the Web Sites.

6.2. The Partner will not:

6.2.1. intercept, interfere with, record, redirect, distribute or fill in the contents of any electronic form or other media or materials submitted to LateRooms by any person firm or company;

6.2.2. in any way alter, adapt, modify, distribute, suppress, or interfere with the operation of any button, link, or other interactive function of the Web Site; or

6.2.3. make any bookings on the Web Site on behalf of any third party, or authorize or assist any other person, firm or company to do so; or

6.2.4. make and/or allow a third party to make any fraudulent or false bookings on the Web Sites;

6.2.5. make any bookings or reservations with any Suppliers on the Web Site and/or the Partner Website with the purpose of reselling such booking or reservation to or for the benefit of a third party; or

6.2.6. do anything that could reasonably cause any Customer to be confused as to LateRooms commercial relationship with the Partner, or as to the identity of the Partner Website on which any features or functions (such as, search, book, form fill, browse) are occurring; or

6.2.7. attempt to intercept, interfere with or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert Referral Fees from (as applicable), the Web Sites or any web site that participates in the Affiliates Programme; or

6.2.8. other than in accordance with this agreement, engage in any advertisements or promotional content promoting the Web Sites (for example, by any "framing" technology or pop-up windows or pop-under windows), or assist, allow or facilitate any third party to carry out any such action; or

6.2.9. do anything in bad faith to increase the Referral Fees, including for the purpose of exceeding any referral fee threshold or by causing any page of the Web Sites to open in a Customer's browser (other than as a result of the Customer clicking on a Specific Link on the Partner Website); or

6.2.10. bid for, purchase or register any keywords, search terms or other identifiers that include any trademarked hotel brand names, and/or the LateRooms Marks including but not limited to the words "LateRooms", "Mala Pronta" or variations or derivation thereof (for example "lateroom", "laterooms", "late room(s)", "malapronta", "mala pronto", etc.) for use in any search engine, website, portal, advertising service, app store or other search or referral service and the Partner agrees to add "Lateroom", "Late Room", "Late Rooms", "Laterooms.com", "Mala Pronta", "Malapronta" and "malapronta.com"(and any other LateRooms brands as may be notified to the Partner from time to time) as negative phrase matches in relation to any and all search campaigns the Partner carries out with or on any search engine, website, portal, advertising service or other search or referral service; or

6.2.11. take or omit to take any action which may affect LateRooms relationship with its Suppliers, or cause or permit to be done anything which may cause LateRooms to be excluded from the process of booking with any Suppliers, or persuade, induce or attempt to induce any Supplier to terminate its contract with or reduce its dealings and business with LateRooms; or

6.2.12. disparage, bring in to disrepute and/or speak detrimentally of LateRooms, or cause and/or carry out any activities that may cause damage to LateRooms' name, brand, reputation, goodwill, business or relationships with any of its partners and/or other third parties; or

6.2.13. communicate with any Supplier in respect of bookings made through the Service or offer any customer service in respect of such bookings made through the Service; or

6.2.14. make any admission to a Customer that LateRooms has any liability to a Customer, or to any other third party, for any service provided through LateRooms to the Customers pursuant to this or any other agreement. The Partner shall as soon as practicable notify LateRooms of complaints or claims made by a Customer to it in relation to any booking and/or the Service; or

6.2.15. programmatically evaluate and extract information (including guest reviews) from any part of the Web Sites or attempt to do so and shall not, by any means, including, but not limited to, mechanical, electronic, photocopying, recording or otherwise, copy, reproduce, modify, alter, adapt, disassemble, reverse engineer, scrape, or otherwise determine the source code of (or underlying ideas, algorithms, structure or organization of) the LateRooms Materials including any links or any other content contained on or services provided by the Web Sites or attempt to do so; or

6.2.16. upload (i) any virus, Trojan horse, worm, time bomb, robot commands or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and

6.2.17. shall procure that companies within the Partner’s group of companies will not conduct, undertake, use, perform or exercise (or have or authorise third parties to) conduct, undertake, use, perform or exercise:

(a) SEO activities;

(b) any activity to unfairly influence the results of third party platforms (including but not limited to Black Hat); or

(c) any other form of online targeted advertising (whether directly, indirectly, or via or through third party platforms) in respect of:

(i) the Service;

(ii) the Content; and

(iii) any phrase that includes the LateRooms Marks (and any other LateRooms brands as may be notified to the Partner from time to time).

6.3. The Partner shall not (directly or indirectly) disclose, integrate, include, use, combine, exploit, incorporate or otherwise make the LateRooms Materials (or any part thereof) available:

6.3.1. with its own content and/or the content of any Competitor (including Suppliers); or

6.3.2. to or for the benefit of itself (save for enabling the Service in accordance with the terms of this agreement) or any third party; or

6.3.3. for any other purpose or in any other manner except as expressly provided for in this agreement.

6.4. The Partner shall (and shall procure that the companies within the Partner's group of companies shall) not (directly or indirectly) register, acquire, use, purchase or obtain Internet domain name which incorporates any word or words which are identical, or confusingly or substantially similar to the LateRooms Marks including but not limited to "laterooms", "malapronta" or any variations, translations or misspellings thereof (and/or any other LateRooms brands as may be notified to the Partner from time to time), included as part of the address.

6.5. The Partner agrees that the Partner will:

6.5.1. display, distribute and/or use any LateRooms Materials in a lawful manner and in accordance with the terms of these Conditions;

6.5.2. not modify, adapt or alter any Content and/or LateRooms Marks that consists of a graphic image, in such a way that it is no longer in keeping with the Content, LateRooms Marks and/or the Web Site brands and logos;

6.5.3. not alter or edit any Content that consists of text, other than to shorten its length, provided always that any shortening in length does not render the text misleading in any way;

6.5.4. not distribute any Content via mobile applications, unless prior written approval is obtained from LateRooms;

6.5.5. not sell, distribute, lease, market, disclose, sublicense or transfer any LateRooms Materials to any third party;

6.5.6. ensure that the telephone number, fax and email address of each Supplier are not displayed on the Partner Website or White Label;

6.5.7. not use any LateRooms Materials to divert traffic to any site other than the Web Sites;

6.5.8. not use any LateRooms Materials for any other purpose other than for providing the Service;

6.5.9. keep the Content as hosted on the LateRooms' servers and will not remove and/or save such Content on the Partner's own hosted servers, unless prior written approval is obtained from LateRooms;

6.5.10. ensure the Content is "refreshed" (that is downloaded and replaced) at least once every 20 days or as specified by LateRooms from time to time regardless of the method utilized to receive the Content and delete any Content that no longer appears on the Web Sites, or that is no longer hosted on the LateRooms' servers and/or that LateRooms notifies the Partner to delete due to it no longer being for the Partner use within 10 days following the applicable content refresh and/or receipt of notification of LateRooms. In the event that the Partner continues to use Content in breach of this clause, the Partner shall be liable for any third party claims relating to such use and shall indemnify LateRooms under clause 14.1 accordingly;

6.5.11. not alter, copy, reproduce or modify in any way, any LateRooms Materials other than in accordance with these Conditions and/or LateRooms' prior written approval; and

6.5.12. not remove or alter any LateRooms copyright or trademark notices from any LateRooms Materials.

6.6. Unless agreed otherwise in writing by LateRooms, the Partner undertakes and warrants that the Partner Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Partner or companies within the Partner's group of companies), save for the White Label, is (and shall remain) sufficiently and substantially distinct and different from the Web Sites (to be determined at LateRooms' sole discretion), including but not limited to:

6.6.1. the look and feel of the Partner Website(s) shall be distinctly and significantly different to the look and feel of the Web Sites. (As used herein, "Look and Feel" means the distinctive and particular elements of graphics, design, organization, layout, presentation, user interface, navigation, trade dress, colours and stylistic convention (including the digital implementations thereof) within the Web Sites, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements, and any derivative works);

6.6.2. any trademarks, trade names, service marks, symbols or logos used on the Partner Website(s) shall be distinctly different to the LateRooms Marks (save for any logo that may be provided by LateRooms for use by the Partner under or pursuant to this agreement);

6.6.3. the Partner shall not in any way imitate or copy the Web Sites (in general or in respect of certain (new) features, pages, form, composition or aspects); and

6.6.4. the Partner shall promptly comply at its own costs with any reasonable requests from LateRooms to make such (further) changes, alterations or amendments to any aspect of the Partner Website(s) which is or can be regarded to be confusingly or significantly similar to any element(s) of the Web Site.

6.7. The Partner agrees not to contact, solicit or accept any Supplier (i) as its business partner for bookings or reservation (directly or indirectly) on or through the Partner Website(s), (ii) for sale of advertisement space or other (online) advertisement or marketing purposes (whether through banners, click-through, (text) links, pop-ups or otherwise) on the Partner Website(s), or (iii) for any other reason.

7. Referral Fees

7.1. In consideration of Customers using the Service via the Affiliate Solution, LateRooms will pay the Partner Referral Fees on bookings strictly in accordance with clauses 7 and 8 below. For a Customer referral to generate a booking which gives rise to a Referral Fee, the Customer must have completed a booking via the Affiliate Solution and/or must have followed the Specific Link from the Partner Website to the Web Site, viewed the hotel bookings page and either booked on the Web Site or called via the DDI Telephone Number (if applicable). The hotel bookings page quotes the hotel reference along with the Partner's unique identifying Partner ID, both of these must be quoted to the telephone booking operator.

7.2. LateRooms is only obliged to (and will only) pay Referral Fees on such bookings after the booking and confirmation have occurred and provided that full payment has been received by the Supplier from the Customer. Further, for the avoidance of doubt, LateRooms will not pay Referral Fees:

7.2.1. on the purchase of ancillary products including but not limited to gift cards, cottages, theatre tickets and car hire, and any other ancillary products added throughout the term of this Agreement;

7.2.2. on any bookings made from any site other than the Web Site;

7.2.3. on any bookings made by Customers who have previously booked on the Web Site via the Affiliate Solution, but subsequently book directly on the Web Site;

7.2.4. on any bookings made in respect of any Closed User Group Deals;

7.2.5. in respect of Customers who have accessed the Affiliate Solution and/or followed the Specific Link on the Partner Website to the Web Site but then proceed to book directly with a Supplier;

7.2.6. on any illegal, fraudulent or false bookings (including any bookings made in connection with credit card fraud);

7.2.7. in respect of Customers who do not make a booking, do not complete their bookings and/or are classed as “no shows”, do not pay for their bookings or cancel their bookings.

7.3 LateRooms may decide, at their complete discretion, to pay Referral Fees on any and all ancillary products, in which case they will inform the Partner.

8. Referral Fee schedule and Billing Arrangements

8.1 In respect of Qualifying Bookings made during sessions initiated through the Affiliate Solution on the Partner Website, the Partner will earn (subject to the other terms of this agreement) Referral Fees based on a commission percentage of 5% ("Commission Percentage") of the Total Booking Value. The Commission Percentage is conditional on the Partner meeting volume and other criteria notified to the Partner by LateRooms from time to time. LateRooms reserves the right to amend the Commission Percentage as set out herein at is sole discretion and/or in the event the Partner does not meet the relevant Partner criteria. LateRooms shall review the Commission Percentage at least once per quarter. Following such review, LateRooms shall provide the Partner with notice of any amendment to the Commission Percentage 14 days prior to such amendment coming into effect. In the event that the Partner does not accept the new commission percentage, the Partner shall have the right to terminate this agreement in accordance with clause 12.1.

For UK Partners and EU Partners

8.2. Self-Billing Arrangement & Payment Procedures

8.2.1. The Referral Fee shall be paid to UK and EU Partners under a self-billing arrangement.

8.2.2. LateRooms shall self-invoice in pounds sterling (GBP) only.

8.2.3. If the accumulated total self-invoice value is less than GBP 50 (or the equivalent of) no self- invoice will be generated.

8.2.4. Within the first 15 days of each calendar month, LateRooms will self-invoice for the Partner for the Referral Fees earned on Qualifying Bookings arriving in the preceding calendar month.

8.2.5. Any Qualifying Bookings that have been self-invoiced and then subsequently amended or cancelled will be deducted from future self-invoices.

8.2.6. LateRooms does not post any self-invoices, they will be made available online on the Partner Centre site.

8.2.7. If the currency of the Qualifying Bookings is different to the self-invoiced currency, the Qualifying Bookings will be translated at the FX rates as stated on the self-invoice.

8.2.8. Unless otherwise communicated to LateRooms within 20 days of each calendar month the Partner is deemed to have accepted the self-invoiced amount.

8.2.9. LateRooms will pay to the Partner the self-invoiced amount within 30 days from the self-invoice date less any taxes that LateRooms must by law withhold.

8.2.10. Payment will be made by direct bank transfer, into the bank account specified by the Partner in the Partner Registration Form and/or as stated on the self-invoice.

8.2.11. LateRooms reserves the right to use other payment methods.

8.2.12. The Partner is responsible for providing accurate and sufficient bank details to ensure LateRooms can remit funds to the Partner’s bank account and will be liable for any fees/charges in the event that incorrect details are provided.

8.3. The Referral Fee is inclusive of all direct taxes and exclusive of any VAT, GST or any other sales tax. Any applicable VAT or other sales tax will be added to the Referral Fees payable by LateRooms or will be subject to VAT under the reverse charge mechanism in accordance with the prevailing law.

8.4. Both parties agree to the terms of the self-billing arrangement, in accordance with the VAT and reverse charge rules for self-billing, as follows:

8.4.1. LateRooms' VAT number is 223 0886 23.

8.4.2. The Partner VAT number, if registered for VAT, shall be as provided on the Partner Registration Form. The Partner warrants that the VAT number as set out on the Partner Registration Form shall be correct and the Partner notifying LateRooms immediately if such VAT number changes.

8.4.3. LateRooms agrees to self-bill for all referrals made to it by the Partner under or in connection with the Affiliate Programme and the Partner confirms that it will not issue a separate VAT invoice for the same referrals.

8.4.4. The self-billing arrangement will apply for a 12 month period or until termination by either party of this agreement, whichever is sooner. On completion of the 12 month period, the self-billing arrangement will automatically renew on the same terms for another 12 month period.

8.4.5. Both parties agree to notify the other in the event that either party ceases to be registered for VAT, or has a new VAT registration number or transfers its business as a going concern.

For non-EU Partners

8.5. Invoicing & Payment Procedures

8.5.1. The Referral Fee shall be paid to non-UK and EU Partners under an invoice arrangement, unless the Partner can accept payment in GBP.

8.5.2. LateRooms will provide a statement of Qualifying Bookings and the Referral Fees to the Partner in its currency of choice within 5 working days from the 10th of each calendar month for Qualifying Bookings arriving in the preceding calendar month ("Statement");

8.5.3. The Partner is responsible for reconciling the Statement against their expected Referral Fees. Any discrepancies will need to be raised with LateRooms within 14 working days from the Statement date;

8.5.4. LateRooms reserves the right to amend the content of the Statement issued at any time;

8.5.5. The Partner will invoice LateRooms on a monthly basis for Qualifying Bookings, following receipt of the Statement.

8.5.6. The Partner will only invoice LateRooms if the total invoice value (net of all taxes) is in excess of GBP 50 (or the foreign currency equivalent of).

8.5.7. LateRooms will make payment within 30 days of receipt of the invoice. No earlier payment terms are permitted;

8.5.8. No payment will be made by LateRooms before receipt of a valid tax invoice from the Partner;

8.5.9. The Partner is responsible for applying all local taxes as necessary to the invoice;

8.5.10. The Partner invoice must be in the same currency as the Statement sent by LateRooms;

8.5.11. The Partner’s invoice to LateRooms must detail the following;

8.5.11.1. ensure the invoice date is after the Statement date;

8.5.11.2. display all banking information required to make payment from an international bank account, as a minimum, at least the SWIFT, IBAN, Beneficiary Bank Account Name, Account Number, Sort Code and any other bank unique identifier for that country; LateRooms will not be responsible for late payment or any fees or charges due to insufficient or incorrect bank information. LateRooms reserves the right to submit payment by any other methods at its discretion;

8.5.11.3. include any and all details in order to comply with any local laws, statutes, and/or regulations (including but not limited to tax regulations) on the face of the invoice;

8.5.12. LateRooms shall not pay any invoices unless they are properly presented in accordance with this clause 8.5;

8.5.13. LateRooms will not cover any transaction charges incurred by the Partner due to international transfers in different currencies or for any other reason and the Partner agrees that it shall be responsible for the payment of such charges;

8.5.14. If the currency of the Qualifying Bookings is different from the invoice currency, the Qualifying Bookings will be translated by LateRooms to the invoice currency at the exchange rate as set out in the Statement and when making a payment. LateRooms will not be held responsible for any shortfall arising from foreign exchange differences on payment of any Referral Fees;

8.5.15. Any bookings that are found to be amended or cancelled or are otherwise no longer Qualifying Bookings after the issue of the relevant Statement will be communicated to the Partner. In cases where Referral Fees have been paid by LateRooms in relation to such bookings, the Partner shall refund such Referral Fees to LateRooms in the form of a credit note and shall be accounted for accordingly in the next month’s payment.

8.6. The Referral Fee is inclusive of all taxes, including direct taxes, VAT, GST or any other sales tax. The Partner will account for any applicable taxes in accordance with the prevailing law of the Partner’s country.

Applicable to all Partners

8.7. If LateRooms decides, in LateRooms sole discretion, that the Partner has breached any term of this agreement, LateRooms may (without limitation to any other rights or remedies available to LateRooms) suspend payment of and/or withhold any Referral Fees which (but for such activity) would otherwise be payable to the Partner under this agreement (including, for the avoidance of doubt, whilst carrying out an investigation in to the Partner's activities) and/or terminate this agreement.

8.8. In making payments under this agreement LateRooms may at any time or times, without notice to the Partner set off any liability of the Partner to LateRooms against any liability of LateRooms to the Partner, whether any such liability is present or future (whensoever arising), liquidated or unliquidated, under this agreement or not and irrespective of the currency of its denomination. If the liabilities to be set off are expressed in different currencies, LateRooms may convert either liability at a market rate of exchange for the purpose set off. Any exercise by LateRooms of its rights under this clause shall be without prejudice to any other rights or remedies available to it under this agreement or otherwise.

8.9. Parties agree and acknowledge that in the event of an (alleged or threatening) infringement or breach by the Partner of its obligations set out in this agreement the burden of proof is carried by the Partner. In other words, LateRooms carries the benefit of assumption and the Partner needs to provide and deliver sufficient and satisfactory evidence (i.e. conclusive and irrefutable) in order to defend or reject a claim.

9. LateRooms and Suppliers Policies

9.1. All Customers who create bookings on the Web Site through the Affiliate programme or otherwise are receiving a service from LateRooms regardless of their means of introduction to the Web Site. Accordingly, all LateRooms terms and conditions, disclaimers, rules, policies and procedures ("LateRooms Terms") concerning the use of the Web Site, services and customer bookings will apply to all such Customers and Visitors to the Web Site and the Partner shall ensure that its customers are informed and have access to any such LateRooms Terms by incorporating such LateRooms Terms in to the Partner’s standard terms and conditions and/or making such LateRooms Terms available on the Partner Website. LateRooms may change the LateRooms Terms at any time.

9.2. LateRooms acts as an independent intermediary in the provision of accommodation. The booking contract shall be formed directly between the Customer and the Supplier. The Customer shall be bound by the Supplier’s terms and conditions and cancellation policy ("Suppliers Terms"). LateRooms do not levy a cancellation charge. If a Customer’s booking is cancelled within the individual Supplier’s cancellation period, a cancellation fee may be charged. The Partner shall ensure that its customers are informed and have access to the Suppliers Terms by incorporating such Suppliers Terms in to the Partner’s standard terms and conditions and/or making such Suppliers Terms available on the Partner Website. Details of the cancellation policy may be set out in LateRooms email to the Customer when confirming the booking.

10. Responsibility for the Partner Website

10.1. The Partner agrees and acknowledges that the Partner is solely responsible for the content, development and operation of the Partner Website. LateRooms has no responsibility for issues relating to the operation of the Partner Website and the Partner accepts all liability and responsibility for such issues including without limit the accuracy, legality, trading permissions, licences and decency of the information contained therein. LateRooms and all LateRooms' partners, customers and clients shall not be in any way responsible for or in any way liable for these issues. The Partner agrees to indemnify LateRooms against all legal or personal claims or expenses (including unlimited legal fees) made against LateRooms relating to the development, operation, maintenance and contents of the Partner Website.

10.2. The Partner shall duly and diligently maintain and adjust the contents of the Partner Website and shall keep the Partner Website up-to-date and accurate. The Partner shall promptly correct any errors or omissions on the Partner Website and in the information relating to the Accommodation Establishments after becoming aware of such errors or being notified by LateRooms.

11. Partner Warranties

11.1. The Partner hereby represents and warrants to LateRooms that for the term of this agreement:

11.1.1. it has all necessary rights, title to, power and authority to own, operate and use the Partner Website(s) (including the relevant domain name(s)) and to include the Affiliate Solution and/or the Specific Links on the Partner Website(s);

11.1.2. it and/or the Partner Website(s) shall not (a) violate any relevant laws, statutes, regulations, industry codes and terms public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of porn or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive or obscene, or (c) promote, engage or be involved or participate in any illegal or fraudulent activities;

11.1.3. it will ensure that any and all of its advertising and marketing activities and materials shall comply with all applicable laws, statutes, regulations, codes, rules and guidelines including any applicable industry and third party regulations, rules, terms, conditions and guidelines;

11.1.4. it holds and has complied with all permits, licenses and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business;

11.1.5. it and/or the Partner Website(s) shall not in any way infringe any Intellectual Property Rights or other rights belonging to a third party;

11.1.6. it is an independent contractor for all purposes, and will be responsible and liable for its own taxes, social contributions and all other tax related matters;

11.1.7. it shall exercise the Partner's rights and any duties under this agreement in good faith and with reasonable care and skill;

11.1.8. its personnel working on the Services, or in fulfilment of its obligations arising under these Conditions as the case may be, are and shall be competent and suitable in every respect, whether as to qualifications, experience or otherwise, to work on the Service and/or obligations as relevant;

11.1.9. it has the full corporate power and authority to enter into and perform its obligations under this agreement;

11.1.10. it has taken all corporate action required by it to authorise the execution and performance of this agreement;

11.1.11. it shall not make any statement that the booking of Accommodation Establishments in conjunction with other services forms part of a Package nor will it market or advertise the Accommodation Establishments together with other services offered on the Partner Website as a pre-arranged combination offered for sale at an inclusive price; and

11.1.12. in the event that the Partner processes Customers credit or debit card details in connection with the provision of the Service, it will obtain and maintain any necessary accreditation required to provide payment processing services to the Customers and shall operate in accordance with the standards outlined in Payment Card Industry Data Security Standards (PCI-DSS) published on the website www.pcisecuritystandards.org. The Partner acknowledges that it is responsible for the security of cardholder data it possesses.

12. Term of the Agreement

12.1. This agreement will start when LateRooms notifies the Partner of the acceptance of the Partner on the Affiliate Programme and will end when terminated by either party at any time by providing the other party with written notice. The agreement shall terminate immediately on the provision of the written notice.

12.2. LateRooms may terminate or suspend this agreement immediately, without prejudice to any remedy it may have, upon notice in the event that the Partner: breaches any of its obligations under this agreement and such breach, (if capable of remedy), is not remedied within 10 days of a written notice or the Partner: has a receiver or administrative receiver appointed; passes a resolution for winding up; becomes subject to an administration order; enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on in business; there is a (direct or indirect) change of Control in respect of the Partner.

12.3. Subject to clause 12.4, in the event of any termination of this agreement, both parties agree to honour any bookings made by Customers via the Affiliate Solution on the Partner Web Site before the date of termination and, for this purpose, both parties shall continue to comply with all obligations in this agreement which are reasonably necessary for the purpose of honouring such booking.

12.4. If the agreement is terminated by LateRooms under Clause 12.2, LateRooms will not have any obligation to make any further Referral Fees payments to the Partner and the Partner will be deemed to have forfeited any outstanding payments due. If the agreement is terminated by either party under Clause 12.1, LateRooms will pay to the Partners all Referral Fees arising from Qualifying Bookings arising on or before the date of effective termination of the agreement in accordance with the terms of the agreement. LateRooms may withhold the Partner’s final payment for a reasonable time to ensure that the correct amount is paid.

12.5. Upon termination or expiration of this agreement, the Partner shall destroy, delete or upon first request of LateRooms return all LateRooms Materials (including all hard and soft copies).

12.6. Upon termination and save as set out otherwise, this agreement shall absolutely and entirely terminate and cease to have effect without prejudice to Party's rights and remedies in respect of an indemnification or a breach by the other party of this agreement. Clauses 3.3, 6.2.10, 6.2.11, 6.2.12, 6.2.15, 6.2.16, 6.2.17, 6.4, 6.6, 8.7, 8.8, 8.9, 12.4, 14, 15, 17, 18, 22 and 23 shall survive termination of this agreement.

13. Relationship Between the Parties

Nothing in this agreement or these Conditions shall constitute or be construed as constituting a partnership or joint venture or relationship of principal and agent between the Partner and LateRooms nor shall it authorise either party to enter into contractual relationships or incur obligations on behalf of the other party.

14. Indemnity and Liquidated Damages

14.1. The Partner shall be liable towards, and compensate, indemnify and hold LateRooms, its parent and affiliates and its and their officers, directors, employees and agents harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, legal fees and expenses) actually paid, suffered or incurred by LateRooms pursuant to:

14.1.1. a breach of any of these Conditions by Partner;

14.1.2. any claim, demand or allegation made or from any third party based on any (alleged) infringement of the third party's Intellectual Property Rights or any other right by the Partner;

14.1.3. bodily injury, death or damage to real or tangible property (excluding software data and related documentation) due to the negligence or wilful misconduct of the Partner;

14.1.4. failure to comply with laws, rules and regulations applicable to the Partner’s rights or obligations hereunder; or

14.1.5. for any loss or misuse of LateRooms' Confidential Information by the Partner or its employees or by any third party to which the Partner discloses Confidential Information.

14.2 Without prejudice to what is set out elsewhere in this agreement, both the Partner and LateRooms agree that it may be impracticable and difficult to ascertain the amount of actual damages caused by a material breach of the Partner’s obligations set forth in these Conditions. Therefore, the parties agree that, in the event it is established that the Partner has materially breached any of its obligations, the Partner shall pay to LateRooms, as liquidated damages, two thousand pounds (£2,000) for each material breach. The Partner and LateRooms further agree that this liquidated damages clause represents reasonable compensation for the initial loss which would be incurred by LateRooms due to any such material breach. The Partner also agrees that nothing in this clause is intended to limit LateRooms’ right to obtain injunctive and other relief as may be appropriate. This clause is also without prejudice to LateRooms’ right to claim additional and/or cumulative damages for a breach of any provision of these Conditions (including where the damage or losses suffered by LateRooms demonstrably exceeds the liquidated damages amount specified herein).

15. Limitation of Liability

15.1. LateRooms will not be liable to the Partner or any person for indirect, special, or consequential loss or damages (including loss of business, revenue, profits or data, whether direct or indirect) arising in connection with this agreement or the Affiliate Programme, even if LateRooms has been advised of the possibility of such damages. Further, LateRooms' liability to the Partner in connection with this agreement howsoever caused will not exceed the aggregate Referral Fees received or paid to the Partner in the preceding 12 month period or £100,000 (whichever is the lower).

15.2. LateRooms acts as an independent intermediary in the provision of accommodation, and shall thus not be held liable for death, injury, illness, damage, loss, accident, theft, delays or any other irregularity which may arise, whether directly or indirectly, from the supply of services by the Suppliers, Accommodation Establishments or other suppliers. However, LateRooms shall use reasonable endeavours to ensure that the Suppliers accept liability and indemnify the relevant parties from and against any claims received from Customers arising from or in connection with the provision of the Supplier's services.

15.3. Nothing in this agreement shall limit or exclude liability for personal injury or death caused by negligence.

15.4. All terms, conditions and representation implied by law, custom or otherwise are hereby excluded to the extent permitted by law.

16. Modification

LateRooms reserves the right to update or amend these Conditions, and any update or amendment shall take effect 14 days after the date they are communicated to the Partner (such communications may be made by LateRooms by email and/or via the Partner Centre). If the Partner does not wish to accept the amended Conditions, the Partner shall have to right to terminate the agreement in accordance with clause 12.1. If no objection is made by the Partner within 14 days LateRooms will treat the fact that the Partner has continued to link to the Web Site and/or access the Partner Centre as deemed acceptance of the updated or amended Conditions.

17. Disclaimers

17.1. Bookings are offered at the prices shown, subject to availability. Because Suppliers control the data featured on the Service, LateRooms cannot be held responsible for the accuracy of the hotel information or the room rates shown. As a result, LateRooms cannot be held responsible for any loss, costs or damages incurred as a result of using the Service. The accuracy of the hotel information on the Web Site is the sole responsibility of the Suppliers. LateRooms gives no confirmation or guarantee to the Partner or the Partner’s Customers of the description or standard of the Accommodation Establishments in the adverts published. In relation to each booking, the applicable Supplier's terms and conditions apply.

17.2. Except as otherwise expressly provided in this agreement, LateRooms does not make any representation or warranty, express or implied, in connection with the subject matter of this agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter and for the avoidance of doubt, the Affiliate Solution, the Specific Links, the Web Sites and/or Service is provided on an "as is" and "as available" basis and does not guarantee uptime.

17.3. In addition, LateRooms makes no representation or warranty that the operation of the Web Site, Affiliate Solution and/or the Specific Links will be uninterrupted or error-free and LateRooms will not be liable to the Partner for the consequences of any interruptions or errors.

17.4. The Partner acknowledges the difficulties inherent to the use of the Internet; in particular, varying speeds and congestion in the network can cause interruptions and difficulties in accessing the Web Site. LateRooms excludes any and all liability in respect of the Partner which is related to any (temporary (scheduled or unscheduled) and/or partial or wholly) breakdown or downtime (for maintenance, updates or otherwise) of the Web Site, the Partner Centre and/or the Service.

18. Books, Records and Audit Rights

18.1. The systems, books and records of LateRooms (including the Partner Centre, faxes and/or emails) shall be considered conclusive evidence in respect of the amount of the Referral Fees due to the Partner under this agreement.

18.2. If LateRooms has reason to believe that the Partner has breached its obligations in respect of this agreement, LateRooms may audit such systems, records and books (of account) of the Partner for the purpose of verification, review, and investigation (as applicable) of the obligations of the Partner under this agreement.

19. Confidentiality and Personal Data

19.1. Parties understand and agree that in the performance of this agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the "Confidential Information"). Confidential Information includes Customer data (including any Personal Data), transaction volume, marketing and business plans, business, financial, technical and operational information, usage statistics, ranking data, information in respect of rate, product and availability parity, pricing policies, conversion data and volume of click-troughs, and other related statistics, any software or information regarding software provided or used by LateRooms in connection with this agreement, the terms of this agreement and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.

19.2. Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this agreement, (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information, (c) it shall disclose Confidential Information only to those Permitted Persons and who need to know such information in furtherance of this agreement, (d) it shall not, and shall use prudent methods to ensure that Permitted Persons do not (i) copy, publish, transmit, reproduce, divulge, disclose or make the Confidential Information available to any third party, or (ii) use or store it in an unprotected retrieval system or data base (other than pursuant to the terms hereof), and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party.

19.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority.

19.4. Should the Partner or any of its Permitted Persons conceive any invention, innovation, discovery, computer program, process, technique or the like, as a result of observing or having access to LateRooms’ Confidential Information, the Partner agrees to assign or to have assigned, any and all Intellectual Property Rights arising out of or in relation to said invention, innovation, discovery, computer program, technique or the like, to LateRooms.

19.5. If LateRooms needs access to Personal Data which are strictly necessary to provide the services requested by the Customer, LateRooms and the Partner shall ensure this is legally possible pursuant to the European Directives 95/46, 2002/58, and/or any legislation that develops, adds to and, when appropriate, replaces them (hereinafter referred to by its initials PDPR – Personal Data Protection Regulation).

19.6. Any Personal Data which, in the use of this system, the Partner may disclose to LateRooms shall be understood as obtained, treated and transmitted with strict observation and compliance of the requirements set forth by PDPR.

20. Independent Investigation

By participating in the Affiliate Programme the Partner agrees that the Partner has read and accepts the terms of this agreement. Nothing in this agreement prevents LateRooms and other affiliates from operating alternative referral schemes and agreements which may compete directly or indirectly with this Affiliate Programme, other affiliates or the Partner’s business, notwithstanding applicable laws. The Partner’s decision to participate is based on this agreement and no other statement or representation has been made or relied upon.

21. Force Majeure

21.1. If either party is affected by Force Majeure it shall as soon as reasonably practicable notify the other party in writing of the matters constituting the Force Majeure and shall keep that party fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues.

21.2. The party affected by Force Majeure shall take all reasonable steps available to it to minimise the effects of Force Majeure on the performance of its obligations under this agreement.

22. Miscellaneous

22.1. The Partner agrees that the LateRooms' telephone number assigned to the Partner will appear by default within the context of the Partner Website in order to offer the telephone booking facility to Customers.

22.2. The Partner is responsible for accessing the Partner Centre on a regular basis. Failure to do so may result in the Partner missing important announcements from LateRooms. LateRooms is not to be held liable for any information lost in this manner.

22.3. Any external communication, press release or marketing material which refers to LateRooms, its services or the existence of the terms of this agreement and/or termination of this agreement must be agreed by LateRooms in writing prior to publication.

22.4. Any notice given under the agreement must be in writing (whether or not described as “written notice” in the agreement) and must be delivered personally, sent by registered airmail, or sent by fax for the attention of the relevant person, and to the relevant address or fax number as specified on the Partner Registration Form (in the case of the Partner) or the Web Site (in the case of LateRooms) (or as notified by one party to the other in accordance with this Clause).

22.5. A notice will be deemed to have been received at the relevant time set out below:

22.5.1. where the notice is delivered personally, at the time of delivery;

22.5.2. where the notice sent by registered airmail, 5 days after posting; and

22.5.3. where the notice sent by fax, at the time of the transmission (providing the sending party retains written evidence of the transmission).

22.6. Any notice or communication to be provided to the Partner under this agreement shall be sent to the email address as provided by the Partner in the Partner Registration Form.

22.7. This agreement (including the schedules, annexes and appendixes, which form an integral part of this agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non) binding) offers, undertakings or statements regarding such subject matter.

22.8. The original English version of these Conditions may have been translated into other languages. The translated version of these Conditions is a courtesy and office translation for information purposes only and the Partner cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these Conditions or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of these Conditions, the English language version shall apply and prevail and be conclusive and binding. The English version shall be used in legal proceedings.

22.9. If any provision of this agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this agreement.

22.10. The agreement only enters into force and effect upon written confirmation of acceptance and approval of the Partner by LateRooms. By registering and signing up to the Affiliate Programme as affiliate partner, the Partner agrees, acknowledges and accepts the terms and conditions of this agreement.

22.11. This agreement is governed by the laws of England and Wales. The Partner irrevocably consents to the jurisdiction of the Courts of England and Wales.

22.12. Notwithstanding any other provision in this agreement, nothing in this agreement is intended to confer on any third party any right to enforce any terms of this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

22.13. The Partner may not assign this agreement, by operation of law or otherwise, without LateRooms' prior written consent, which may be withheld in LateRooms' discretion.

22.14. LateRooms' failure to enforce the Partner's strict performance of any provision of this agreement will not constitute a waiver of LateRooms' rights to subsequently enforce such provision or any other.

22.15. LateRooms may without the prior written consent of the Partner assign, novate, sub-contract or transfer the agreement or any part of it at any time.

23. Anti-Corruption

23.1. LateRooms takes a zero tolerance approach to breaches of international norms for trade, including bribery and corruption prevention legislation and applicable restrictions on trade, funds flow and terrorism financing. The Partner warrants that they do and shall comply with, and their Associated Parties do and shall comply with all applicable local and international Anti-Corruption Legislation and related procedures and codes from time to time in force, including but not limited to the United Kingdom Bribery Act 2010 (including having in place Adequate Procedures designed to prevent bribery) and the United States of America Foreign Corrupt Practices Act 1977. The Partner shall provide supporting evidence of such compliance as LateRooms shall reasonably request. Violation of this paragraph by the Partner shall be a material breach of this Agreement and may result in the immediate termination of the contract and/or legal action. This does not affect any other of LateRooms' termination rights

23.2. The Partner warrants that to the best of its knowledge, neither it nor its Associated Parties:

23.2.1. have been convicted of any offence involving bribery or corruption, fraud or dishonesty;

23.2.2. have been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Sanctions regimes or Anti-Corruption Legislation; or

22.2.3. have been or are listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts.

23.3. The Partner represents warrants and undertakes that it does and will comply in all respects with all applicable Sanctions that it or LateRooms are subject to, and that neither it nor any of its Associated Parties:

23.3.1. is a sanctioned person listed on, or owned or controlled by, or acting on behalf of, a person listed on any Sanctions List or who is otherwise the target of Sanctions; or

23.3.2. is acting, directly or indirectly, on behalf of a Sanctioned Person.

24. Modern Slavery Act

24.1. The Partner represents and warrants that at the date of this agreement neither the Partner nor any of its officers or employees has been convicted of any offence involving slavery and human trafficking, in accordance with s.54 of the Modern Slavery Act 2015 (the ‘MSA’). The Partner shall notify LateRooms as soon as it becomes aware of any breach, or potential breach of the MSA; or any actual or suspected slavery or human trafficking in a supply chain which has a connection with this agreement. The Partner shall implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains and shall make a copy of the due diligence procedures available to LateRooms, on request. The Partner shall implement a system of regular training for its employees and other members of its supply chain to ensure compliance with the MSA and shall make a copy of the training record available to LateRooms, on request. Violation of this clause by the Partner shall be a material breach of these Conditions and may result in the immediate termination of the Contract and/or legal action. This does not affect any of LateRooms’ termination rights.